You Better Watch Out
by Nienna Nir
Summary: It's Christmas time, and what says Christmas more than the hustle and bustle of New York shoppers. Steve's ideas for team bonding never, ever go like he plans.


"What in the hell is wrong with you?" Tony asked, his eye roll almost palpable despite the fact that it was hidden behind dark glasses.

"It's Christmas, Tony," Steve reminded, his tone stern but his smile bright as he opened the door, chivving the older man ahead of him like a child. "It's not going to kill you to have lunch and spend a day out shopping with your teammates."

"If you weren't hung over," Clint teased, walking backward as he wove effortlessly between the tables. The deli was full of people, undoubtably out to partake of the holiday cheer. Steve shot a look at the counter where Bruce and Thor were placing their orders. Bruce waved them on and Steve let his hand settle on Tony's shoulder, steering him between chairs and patrons.

"I am not hung over!" Tony protested darkly. "I've been in the lab for four days correcting the damn error on the mother fu…"

"Merry Christmas Kids!" Steve declared brightly and slightly louder than usual, flashing his best USO smile at a couple of grade school boys, their hands frozen half way to their mouths as they stared up at Steve and Tony with awed expressions.

"Fudge," Tony spewed out, his jaw snapping shut.

"I figured you'd be a holiday drinker," Natasha declared, sliding across the large round booth bench to make room for Tony and Cap. Steve slid in beside her as Stark collapsed on the end of the bench, letting his head fall back against the cushion with a soft groan. "I saw pictures of that awful bunny that you got for Pepper a few years back. That's the only explanation I could think of." Clint let out a snort, ducking his head to hide his laughter.

"Fellas, come on," Steve chided gently.

"I thought the ponderous rabbit was a truly spectacular gift!" Thor declared, depositing drinks on their table. Steve bit his lip, struggling to hold in his amusement as the others chuckled.

"Your endorsement isn't helping me, buddy," Tony stated, his tone without malice as he tipped his head forward, lowering his glasses to the end of his nose. Thor only gazed back at him in confusion.

"Dude, you tried to give Jane the carcass of a bear two years ago," Clint reminded, gentling his teasing. Thor really was everyone's favorite. The blond shrugged self-depreciatingly before returning to the deli counter to help Bruce with their order.

"Which is why we're out today together," Steve reminded.

"I am not letting any of you idiots take inappropriate gifts home for Christmas." Natasha insisted, shooting Tony a glare.

"Yeah, well, I haven't slept since Thursday," Tony snipped, returning his head to the back of the bench. "Order me an IV of coffee and wake me when you're ready to… be consumers, or whatever the hell this is."

"Tony," Steve began in exasperation.

"If you say 'team bonding' Rogers, I swear to god I will find the idiot at SHIELD who gave you that leadership manual and I will personally electrify both of your stockings." Tony growled.

"You know that would come in handy," Natasha admitted with a thoughtful expression. Clint's face was also frozen in an evil grin of consideration.

"Great, I know what to get the two of you," Tony snarked. "Can I go home now?"

"Can you imagine Coulson with a booby trapped Christmas stocking?" Clint asked, his eyes shining with glee.

"Where is Phil anyway?" Bruce asked as he and Thor appeared, ladened with enough baskets of sandwiches and fires to feed three times as many people. "He's part of the team."

"Coulson took his PTO for Christmas," Natasha declared, taking possession of a steak sandwich. "Fury told him he had to have a vacation."

"He should have said something," Tony frowned. "I have this great little place in Denver."

"You have a great little place everywhere," Clint reminded, spreading the food out over the table as Bruce slid in beside him and Thor gracelessly landed across from Tony. "and your little places aren't that little."

"Everything's little compared to a skyscraper," Steve pointed out diplomatically, digging into the onion rings

"He's probably in Maine with his family," Natasha shrugged offhandedly.

"Wait a second," Tony pulled his glasses down his nose to fix her with a stupefied look. "Agent has an actual family?"

"Of course Coulson has a family.," Clint huffed. "You can't believe everything the junior SHIELD agents say. He's not a robot."

"If he was a robot he and Tony would get on better," Bruce quipped, ignoring Tony's glare.

"It would explain his fearsome calm in the midst of battle," Thor observed.

"Fellas," Steve sighed in exasperation.

"Well obviously he must have had a family at some point," Tony gave Clint a scathing look. "I just thought SHIELD would have surgically removed it or something."

"You're a piece of work," Clint rolled his eyes.

"Fellas," Steve declared warningly.

"For your information Coulson's mother still lives in Freeport where he grew up," Natasha sniffed. "The same house and everything."

"I have never heard the son of Coul speak of his family," Thor observed, scarfing down a plate of sliders.

"He has two sisters," Clint stated, stealing Tony's chili cheese fries when he wasn't looking. "But he doesn't see them much, youngest one's in Boston. I can't remember where the older one lives."

"Atlanta," Natasha reminded. Clint nodded. "You know, we should be ashamed of ourselves."

"How do you figure?" Tony asked defensively.

"Fellas," Steve interjected around a mouth full of cheeseburger.

"Well none of us have family, apart from Thor," Natasha stated, waving a hand in the Asgardian's direction.

"We just sort of usurp Phil's life as if he has nothing outside of the Avengers either," Bruce nodded in reluctant agreement.

"Fellas."

"Yeah, we should do something nice for him," Clint nodded. "Make sure he knows we appreciate that he gives up his own time for us."

"Perhaps we should make arrangements for him to see his family more often," Thor suggested.

"Uh, Fellas…"

"That's doable," Tony nodded, picking at his panini as if he were too tired to chew. "My plane goes anywhere."

"Avengers."

Five heads snapped in Steve's direction and he nodded nervously toward the door, the others following his gaze.

"That's awkward," Tony observed. Natasha let out a string of curses in Russian that made Cap's ears turn pink.

"Oh boy," Clint hissed, looking bug eyed.

"Is that?" Bruce's voice trailed off as he looked back at the doorway to were Agent Phil Coulson was just getting into the line at the deli counter, a white haired woman in her early seventies on his arm. Natasha carefully folded herself back against the bench, angling so that she was safely hidden behind Steve's broad shoulders. Clint slumped down until his head barely showed above the top of the table.

"Whatever you do, don't look over there," Natasha ordered. But it was too late.

"Clinton! Natalie!" A musical, charming voice called out and almost instantly Clint and Natasha were sitting ramrod straight, bright smiles on their faces.

"Hey, Mrs. Coulson," Clint gave her his most sweet, toothy grin as Phil's mother strode up to their table, Phil no more than a step behind her.

"Hello Charlotte," Natasha's smile was so warm it was almost frightening. Steve blinked at her a couple of times trying to make sense of the image.

"Oh I'm so glad I got a chance to see you while I was in town," Mrs. Coulson gushed happily. "Philip said you both had plans and we probably wouldn't get a chance to bump into you."

"Aww, sir, you know we'd always make time for your mom," Clint gave Phil a smile as Phil rubbed his eyes in exasperation.

"That's why you're my favorite, dear," Mrs. Coulson shot Clint an adoring look that he returned. "Natalie darling I love what you've done with your hair."

"Oh thank you," Natasha glowed at her.

"And I see you've finally found yourself a young man," Mrs. Coulson turned approving eyes on Steve.

"Steven's on our new team at SHIELD," Natasha replied, sliding her hand around his arm before he could protest and leaning into him slightly.

"I'm Charlotte Coulson," she declared holding out her hand to Steve who took it with a stunned expression. "But you can call me Charlie if you like, it's what everyone called me when I was at SHIELD, bit of nostalgia for an old lady."

"You were a SHIELD agent?" Steve asked in surprise.

"I started under Director Carter," Charlotte nodded, her eyes fairly glowing. "Back in the sixties when I was fresh out of college. Oh my, she was impressive, I don't mind telling you. Taught me everything I know about covert operations." Steve looked as if he might have swallowed his tongue.

"Philip is this the rest of your new team?" She asked, linking her arm with her son's, Phil let out a huff of a breath.

"I'm Anthony," Tony stated, holding out his hand. "it's nice to meet you Mrs. Coulson, I can see now where Phil gets all his charm."

"Oh you're a flatterer," Charlotte flirted back. "You're either a consultant or one of those mad test pilot types, I can always tell." Tony only grinned at her.

"This is Bruce and Donald," Phil sighed, waving a hand at Thor as Bruce shook his mother's hand.

"It's nice to meet you Mrs. Coulson," Bruce said kindly.

"It is a great pleasure to make your acquaintance," Thor declared, taking her hand and kissing it lightly.

"Oh I like you," Mrs. Coulson declared, grinning wolfishly.

"He's seeing one of our R&D people, mother," Phil prompted immediately. Charlotte looked keenly disappointed.

"What are you doing in New York, Mrs. Coulson?" Clint asked, stirring his chocolate milk.

"Rose and Margret are spending this Christmas with their in-laws," Mrs. Coulson explained. "Since it's just Phil and I for the holidays I thought we'd spend it in the city. The house seems so empty this time of year without the grandchildren."

"This way if anything comes up," Phil added.

"No," Steve shook his head, fixing Phil with his best Captain America look.

"Steve's right," Clint nodded in agreement. "You deserve some time off, sir."

"If anything does happen we'll be fine." Steve assured, glancing at Phil's mother with a warm smile "Really, take some time off and enjoy yourself. We can hold down the fort until you get back."

"He's a keeper, Natalie," Charlotte declared in satisfaction. Natasha only smiled.

"Um, mom, could you… order me a pastrami?" Phil looked a bit exasperated as he tried to wave his mother in the direction of the deli line.

"Of course, darling," she patted his shoulder fondly. "My clearance isn't anywhere near high enough to listen in on your team. Coffee?"

"Yes ma'am," Phil sighed, watching her until she was out of ear shot. He turned back to the table as six Avengers struggled to smother their laughter.

"Oh my god, she's a pip," Tony declared.

"She's like a force of nature," Steve agreed turning to Phil. "I used to wonder how you could always keep you cool."

"All makes sense now, doesn't it?" Clint giggled.

"Twenty-five thousand restaurants in New York and you had to pick this one," Phil groaned, wincing.

"What are you doing down here in Herald Square anyway?" Natasha asked, her eyebrows arched.

"Mom just flew in this morning," Phil fidgeted with his tie. "You know how she is."

"Oh my god," Tony looked up at him over the rims of his sunglasses. "Were you going to try to sneak her into the tower and thought none of us would notice?"

"Don't be an idiot," Phil frowned. "She has no idea what my team does, I can't explain an apartment in Stark Tower. I borrowed the SHIELD safe house in Chelsea."

"Tell me you had someone in to clean it first," Natasha wrinkled her nose. Phil only glared at her.

"I've put in a lot of work to keep her clear of anything Avengers related," Phil insisted. "No one tell her anything!"

"How is that even possible?" Bruce asked in wonder.

"Does the woman not own a TV?" Tony demanded. "Look at her, I'll bet you she's one of those internet blogger grannies that run fan pages. You don't keep shit like this from a woman like that."

"As much as I hate to agree with Tony," Steve admitted hesitantly.

"Don't hurt yourself, Cap," Tony shot back.

"I do not understand," Thor shook his head. "Was she not a mighty warrior herself once? Surely SHIELD can not object to her knowledge of our battles." Phil for once looked completely frazzled.

"Of course she has a TV," he snapped. "If you were paying any attention you should have noticed that SHIELD makes sure my face, and Natasha's, are never actually seen on camera. And mom was level six, so yes, she's cleared. But after the… Incident she made Fury promise I'd never be PSC again."

"PSC?" Bruce asked with a frown.

"Physical Status Classified," Natasha informed as Clint looked down at the remains of his sandwich uncomfortably. "It's SHIELD's code for Agents who aren't coming home but they can't tell the family why."

"And now I know what's worse than MIA," Tony declared with a horrified shudder.

"Fury didn't tell your _mother_ you were in a coma in SHIELD Medical Research for four months?" Steve demanded, his face a veritable mine field of hurt confusion.

"Fury didn't tell Hill I was in Medical Research," Phil pointed out. "What would he have told her anyway?"

"Perhaps I have missed the point," Thor admitted. "but I am still contemplating the fact that your mother made the Director promise."

"I was thinking the same thing," Bruce admitted.

"You don't know her," Natasha declared, returning her attention to her lunch.

"She had Nat and I for Thanksgiving a few years back," Clint related, his grin widening. "With the whole family."

"Is there video of this?" Tony asked excitedly.

"I burned it," Natasha declared drily. No one seemed willing to press her.

"Please," Phil's jaw clenched and he glared at each of them in turn. ". I can't worry her. I don't want her knowing what I'm doing, I can't put her through that. Dad's gone now…"

"You can count on us, Phil," Steve declared, his voice gentle.

"Absolutely," Bruce nodded in agreement, the others offering their assent. Phil's shoulders seemed to hitch slightly as if he were slumping in relief though he only barely moved.

"Thanks," he stated, seeming genuinely grateful.

"Go on," Natasha waved him away. "We have things here, go spend time with your mother and stop worrying."

"You're sure you don't want to do Christmas with us?" Tony cajoled. "I'll build her a flying electric scooter."

"You're an asshole," Phil observed as the others tried not to laugh.

"Best in the world," Tony agreed with a grin. He nodded toward the head of the deli line where Charlotte was placing their order and Coulson gave them one last fond look before crossing the crowded deli to join his mother.

"Why in the world did you let her think we were together?" Steve asked, turning to Natasha who was only now removing her hand from his bicep.

"Because Charlotte Coulson only has two settings when she meets single people," Natasha replied. "Matchmaker and Cougar. Take your pick, Cap."

"She spent most of Thanksgiving trying to set Nat and I up with the children of her friends," Clint nodded. "It was terrifying."

"You realize this means Phil's pop was probably the most boring human being in history, right?" Tony observed, fiddling with his phone.

"I wouldn't doubt that," Clint shrugged.

"He was R&D at SHIELD," Natasha declared. "That's where they met."

"Tony, what are you doing?" Steve asked suspiciously.

"Booking them at the Plaza," Tony replied. "And setting it up to look like it's on SHIELD so Mom won't get suspicious. That's a Christmas Thing, right? Plaza Hotel at Christmas?"

"Tony!" Steve was trying not to look scandalized and failing miserably.

"Stark," Natasha gave him a warning look.

"Come on," Tony protested. "Phil's mom should not be spending Christmas in a crappy safe house in Chelsea. _Phil_ shouldn't be spending Christmas in a crappy safe house."

"He has a point, that place is a dump," Clint conceded. Natasha sighed in agreement.

"I should send a car for them," Tony mused. "Should I send a car for them?"

"You know, now that I've met all of you, I feel a bit better about Philip," Charlotte Coulson declared, appearing beside Thor as if by magic. "I worry about him. But I can tell you all care for him. I know you're looking out for him."

"We'll do the very best we can for him, ma'am," Steve promised solemnly.

"I know you will, dear," She nodded. "I must say, Director Carter was so very right about you." Steve's eyes grew to twice their normal size but before he could say anything she turned to Thor.

"Nice work in Greenwich, by the way," She stated. Thor grinned back at her proudly. "I got a look at the reports." She winked at Bruce before turning to Tony.

"Is SI going to have the new phones out for spring?" She asked. "I have a large chunk of my portfolio riding on it."

"Just cleaned up the last of the problems this morning," Tony admitted, a rare look of respect on his face.

"I figured the rumors were rubbish," she stated patting his shoulder gently. "Don't mention this to Philip, I know how he frets."

"No ma'am," Tony agreed, offering her a cocky salute. She gave them all a warm smile before weaving through the crowd toward the last available table on the far side of the deli.

"Why in the name of god did SHIELD ever let her retire?" Bruce asked in wonder.

"I honestly have no idea," Clint admitted.

"Natasha," Steve asked, his brow furrowing. "You wouldn't know Mrs. Coulson's maiden name, would you?"

"Thompson," Natasha replied. Steve jerked visibly.

"What?" Bruce asked suspiciously.

"I… I read old SHIELD records," Steve replied. "As a hobby."

"Yes we know," Tony rolled his eyes. "you leave your ancient mission reports all over the tower." Steve ignored him, eying Clint and Natasha instead.

"Neither of you have ever heard of Charlie Thompson?" He asked. Natasha froze.

"Oh my god," Clint breathed. "_The_ Charlie Thompson? The Legend? The agent with more successful missions in one year than any agent in SHIELD history? I thought he was a guy." Natasha covered her mouth to stifle her laughter.

"I thought he was a fairly tale," she admitted.

"Everyone at SHIELD's heard those stories but no one's seen them!" Clint declared. "They've all been redacted, if they exist at all. How could you… no." Tony and Steve exchanged guilty looks as Steve's ears turning pink.

"You two are a menace," Thor chuckled in amusement.

"Do you think Phil knows?" Bruce asked, struggling not to laugh as they glanced in Coulson's direction. Phil had just settled down to lunch with his mother, his expression slightly less stressed as Charlotte gave his arm an affectionate squeeze.

"Not a chance," Natasha decided.

"Such prowess and nobility can only come from a long line of great warriors," Thor declared as if it were only logical.

"Here here," Bruce nodded in agreement, raising his milkshake.

"Come on, fellas, we have shopping to do," Steve stated, nudging Tony out of the bench as the others packed up the trash, waving to Phil and Charlotte who waved back as they trudged noisily out of the deli. Steve halted his steps, careful to make sure he was just out of Phil's periphery, catching Charlotte's eye before offering a quick salute. The faintest smile quirked her lips, soft and barely present much like her own son's show of amusement and she tilted her head in acknowledgment.

"You coming Steve?" Clint called in from the door. Steve gave Charlotte one last smile before heading out the door into the December snow.

* * *

**Author's Note:**

This story is part of a series called "Coulson Lives but the Avengers Might be the Death of him." The full list of stories and their chronological order can be found on my profile page


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